podd-20200529

0001145197FALSE00011451972020-05-292020-05-29

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2020

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33462

04-3523891

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

100 Nagog Park

Acton

Massachusetts

01720

(Address of Principal Executive Offices, including Zip Code)


			Registrant’s telephone number, including area code:			(978)			600-7000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)


Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act			☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, 00011451972020-05-292020-05-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2020

INSULET CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33462

04-3523891

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

100 Nagog Park

Acton

Massachusetts

01720

(Address of Principal Executive Offices, including Zip Code)


			Registrant’s telephone number, including area code:			(978)			600-7000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act			☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value Per Share

PODD

The NASDAQ Stock Market, LLC


Item 5.07			Submission of Matters to a Vote of Security Holders

The Company held its 2020 Annual Meeting on May 29, 2020. For more information on the following proposals, please see the Proxy Statement.


(a)						The shareholders elected the following three nominees to the Board of Directors as Class I Directors, each to serve for a three-year term and until their successor has been duly elected and qualified or until their earlier resignation or removal:


Nominee	For	Withheld	Broker Non-Votes
Sally W. Crawford	55,706,534	2,557,764	1,877,685
Michael R. Minogue	58,069,600	194,698	1,877,685
Corinne H. Nevinny	58,073,918	190,380	1,877,685

The terms in office of the Class II Directors (John A. Fallon, M.D., Shacey Petrovic and Timothy J. Scannell) and the Class III Directors (James R. Hollingshead, Jessica Hopfield and David A. Lemoine) continued after the 2020 Annual Meeting.


(b)						The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.


For	Against	Abstentions	Broker Non-Votes
57,257,802	701,785	304,711	1,877,685


(c)						The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.


For	Against	Abstentions	Broker Non-Votes
60,111,944	19,127	10,912	—

No other matters were submitted for shareholder action.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

INSULET CORPORATION

June 1, 2020

By:

/s/ John W. Kapples

John W. Kapples

Senior Vice President, General Counsel

and Secretary

PODD

The NASDAQ Stock Market, LLC


Item 5.07			Submission of Matters to a Vote of Security Holders

The Company held its 2020 Annual Meeting on May 29, 2020. For more information on the following proposals, please see the Proxy Statement.


(a)						The shareholders elected the following three nominees to the Board of Directors as Class I Directors, each to serve for a three-year term and until their successor has been duly elected and qualified or until their earlier resignation or removal:


Nominee	For	Withheld	Broker Non-Votes
Sally W. Crawford	55,706,534	2,557,764	1,877,685
Michael R. Minogue	58,069,600	194,698	1,877,685
Corinne H. Nevinny	58,073,918	190,380	1,877,685


(b)						The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.


For	Against	Abstentions	Broker Non-Votes
57,257,802	701,785	304,711	1,877,685


(c)						The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.


For	Against	Abstentions	Broker Non-Votes
60,111,944	19,127	10,912	—

No other matters were submitted for shareholder action.

INSULET CORPORATION

June 1, 2020

By:

/s/ John W. Kapples

John W. Kapples

Senior Vice President, General Counsel

and Secretary

Cover	May 29, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 29, 2020
Entity Registrant Name	INSULET CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33462
Entity Central Index Key	0001145197
Amendment Flag	false
Entity Tax Identification Number	04-3523891
Entity Address, Address Line One	100 Nagog Park
Entity Address, City or Town	Acton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01720
City Area Code	(978)
Local Phone Number	600-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Trading Symbol	PODD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false